BYLAWS OF MIRROR LAKE WATER USERS COMMUNITY (MLWUC) Part 1 — Interpretation 1) In these bylaws, unless the context otherwise requires: a) “directors” means the serving directors of the Mirror Lake Water User Community; b) “Water User Community Act” or “WUCA” means the Water User Community Act of British Columbia from time to time in force and all amendments to it; c) “registered address” of a member means the member’s address as recorded in the register of members; d) “MLWUC” means Mirror Lake Water Users Community; e) “hook-up fee” is the fee paid by a new member to establish a share in interest of the assets of the water system, as per “Conducting the Business of a WUC.pdf” available on the Water Users’ Communities website, and is set according to the value of an equivalent number of licensed shares as per the most recent set of financial statements. f) “connection fee” is the fee paid any time a connection is made from the WUC lines to the member’s property, and is set to reflect the costs to the WUC for the work.
2) The definitions in the Water User Community Act on the date these bylaws become effective apply to these bylaws.
3) Words importing the singular include the plural and vice versa.
Part 2 — Membership 4) The members of the MLWUC are the license-holders on Bjerkness Creek that are currently listed as members of the MLWUC and those who subsequently become members in accordance with these bylaws, and have not ceased to be members.
5) A person may become a member of the Community in two ways, either a) by purchase of an existing MLWUC member property and water license, or b) by application as a new member.
6) The requirements for membership in MLWUC include a) holding a valid Province of British Columbia water licence granting use of a specified quantity of water taken from Bjerkness Creek at the MLWUC intake; and b) ownership of a legally defined property, specified on the water licence, located within the MLWUC service area; and c) an existing membership in the MLWUC or acceptance of a new application.
Adopted at AGM July 17, 2017 2 7) To become a member by purchase of property, purchasers of existing member properties shall a) notify the MLWUC Secretary of their new ownership of the existing member property, effective on the date on which they become registered owners, and b) transfer the water license to their name within 6 months of this date. c) be liable for the debts of the MLWUC from the date they become registered owners, although they are not members in good standing until the notification is complete and water license transferred.
8) To become a member of the MLWUC for a property that has not been served with water by the MLWUC before, a prospective member must a) meet the requirements for membership listed in Bylaw 6 a) and b); and b) apply and be accepted for membership, and c) pay the hook-up fee set in accordance with the WUCA, to reflect a share of the total shareholder value in the system, and d) Pay a connection fee to connect the lines of the MLWUC system to the water lines on the property.
9) In considering applications for new membership, the directors of the MLWUC may consider a) Whether or not the applicant has demonstrated that they meet the requirements for membership, and b) The physical capacity of the system to serve licensed demand, and c) No other factors.
10) Every member must comply with these bylaws and with any rules and regulations as may be set from time to time by the members.
11) The amount of the MLWUC annual assessment will typically be determined at the annual general meeting of the MLWUC in accordance with the Water User Community Act.
12) Fees that may be set by the Directors include
a) An annual assessment payable on the system in accordance with the Assessment Roll; b) A connection fee payable when physical works are required to connect the MLWUC lines with the lines of a property holder in order to deliver water; c) A hook-up fee payable by new members to purchase a share of the value of the MLWUC assets; d) Fees for damages caused to the system by any license-holder as per the Rules and Regulations.
Adopted at AGM July 17, 2017 3 13) A person ceases to be a member of the MLWUC a) by delivering his or her resignation in writing to the Secretary of the MLWUC Directors or by mailing or delivering it to the address of the Community, b) on selling or transferring ownership of the property being served by the water system, or on the surrender or cancellation of his or her Provincial water licence, and/or c) in the case of a corporation or Society, on dissolution.
14) Sale of property by a Member a) When a MLWUC member sells property, he or she must notify the MLWUC Secretary; b) The Member’s liability for any debts incurred by the MLWUC is limited to those incurred prior to the date at which they are no longer the registered owner of the property.
15) All members are in good standing except a) A member who has failed to pay his or her annual assessment, or any other charge, or debt due and owing by the member to the MLWUC within 30 days, and the member is not in good standing so long as the debt remains unpaid. b) A member who fails to comply with the MLWUC water system permit requirements that have been accepted by the MLWUC by vote of the membership.
16) Members not in good standing are a) liable for the debts of the MLWUC as long as they remain members; b) ineligible to vote at general meetings; c) subject to disconnection of water service, under the following conditions: i) For nonpayment of fees, dues, or charges within 6 months of assessment, members may (1) Be given 30 days notice of disconnection, and (2) If the account remains unpaid, may be disconnected
ii) For non-compliance with MLWUC decisions, connection requirements, or health and safety requirements; (1) Immediate disconnection of water service, for matters where others are put at risk; (2) With 30 days notice requesting compliance, for matters where the MLWUC requires compliance with its permit of operations or other statutory requirement.
d) All costs for re-connecting a reinstated member shall be borne by that member.
Adopted at AGM July 17, 2017 4 Part 3 — Meetings of Members 17)MLWUC will hold at least one general meeting per year in order to determine and vote on issues facing the MLWUC, regarding any matters within the scope of MLWUC authority under provincial law. A copy of the minutes of each general meeting, along with the assessment roll, is filed with the Comptroller.
18) A general meeting may be convened a) by the directors, when they think fit, or b) by any three members in good standing upon giving notice to all members, and including with notice the reasons for the meeting.
19) Notice of a general meeting a) Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the nature of that business. b) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
20) An annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
21) The time and place of general meetings shall whenever possible include an opportunity to attend the meeting by electronic means, minimally including audio. Members in electronic attendance may also vote.
Part 4 — Proceedings at General Meetings 22) Special business is a) all business at an general meeting except the adoption of rules of order, and b) all business conducted at an annual general meeting, except the following: i) the adoption of the membership roll, listing all members in good standing, and showing those present to vote; ii) the adoption of rules of order; iii) the consideration of the financial statements; iv) the report of the directors; v) the presentation of the budget and Assessment Roll; vi) the report of the auditor, if any; vii) the election of directors; viii)the appointment of the auditor, if required;
Adopted at AGM July 17, 2017 5 ix) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
23) Quorum a) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present. b) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated. c) A quorum is 13 members in good standing present or a greater number that the members may determine at a general meeting, subject to section 24) b). d) Those in electronic attendance at the meeting are considered ‘present’ at the meeting as long as the electronic connection is maintained that allows the members electronically present to hear, speak and vote. e) Proxies do not count towards quorum.
24) If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting: a) if convened on the requisition of members, must be terminated. The three members sponsoring the meeting may not sponsor another meeting within twelve months. b) must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
25) Chair of the general meeting
a) One of the directors of the MLWUC presides as Chair of the meeting, normally the President.
b) If at a general meeting i) there is no director present within 15 minutes after the time appointed for holding the meeting, or ii) the directors present are unwilling to act as the chair, iii) the members present must choose one of their numbers to be the chair.
26) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. a) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting. b) It is not necessary to give notice of the business to be conducted at an adjourned general meeting.
Adopted at AGM July 17, 2017 6 27) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
28) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution does not pass.
29) Voting a) All matters to be determined at a MLWUC meeting must be determined by the majority in interest of the members voting on them, in compliance with the Water User Community Act. i) Upon adoption of these bylaws, the MLWUC will define ‘interest’ as licensed interest by volume. ii) To choose another method of voting, the members must vote in favour by licensed interest for the alternative method, at a general meeting. This method of voting is subject to approval by the Comptroller.
b) Voting may be exercised in person, by electronic attendance where possible, or by proxy. i) When meetings may be attended electronically, provision shall be made for voting for those in electronic attendance; ii) Voting by proxy is permitted, under the following conditions: (1) A member in good standing may authorize another member in good standing to hold their voting interest by proxy; (2) Members in electronic attendance may not hold another member’s proxy; (3) Proxies do not count towards a quorum of members.
c) Voting is by license holders, and i) The spouse of a registered license holder may vote if the license holder is not present, without the need for a proxy; ii) A corporation or society that is a member may vote through a representative that has been duly appointed and certified by a signing authority for that organization. The corporation must register the representative and confirm the representative at least every 12 months with the secretary of directors for the purposes of notice and voting. iii) A member that is an absentee landlord may authorize her/his tenant to represent her/his interest at the meeting, including in the vote. Such authorization must be in writing. The tenant’s authorization must be renewed each calendar year, otherwise will expire automatically on December 31.
Part 5 — Directors and Officers Adopted at AGM July 17, 2017 7 30) The Board of directors may exercise all the powers and take such action as MLWUC may exercise and do, subject to a) these bylaws, b) Decisions, rules and regulations, not inconsistent with these bylaws, that are made from time to time by the MLWUC in a general meeting, and c) all authority given to the MLWUC pursuant to relevant provincial regulation.
31) A rule or regulation, made by the MLWUC in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
32) The president, vice president, secretary, treasurer and one or more other persons are the directors of the MLWUC, subject to paragraph 55).
33) The Board of directors of the MLWUC bear the responsibility for exercising the duties of the Water Manager under the WUCA. a) One of the directors shall serve as Water Manager Contact for the Comptroller.
34) The number of directors must be 5 or a greater number determined from time to time at a general meeting, but not more than 7.
35) The term of office for directors shall be two years, subject to paragraph 37, to a maximum of three terms.
36) An election may be by acclamation; otherwise it must be by private or public ballot, as determined by directors.
37) If a successor is not elected, the person previously elected or appointed may continue to hold office.
38) The directors, when elected, shall between themselves elect the officers.
39) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors, whether by resignation or other cause. a) A director so appointed holds office only until the conclusion of the next annual general meeting of the MLWUC, but is eligible for election at the meeting. b) An act or proceeding of the directors is not invalid merely because there is less than the prescribed number of directors in office.
40) A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the MLWUC.
Adopted at AGM July 17, 2017 8 41) The Board of directors may grant a director or other individual specified authority to act on its behalf in any decision or undertaking given in writing. Without such specified authority, no person has authority to act on behalf of the MLWUC.
a) Financial signing authority is the authority to act as an agent of the Board of directors in carrying out spending decisions made at meetings or specified in policies.
42) The Board of directors may delegate duties to persons by contract or agreement, at the discretion of the Board. a) These delegations may include minute-taking, book-keeping, and record keeping; b) Delegations by the Board may also include many of the duties of a Water Manager.
Part 6 — Proceedings of Directors 43) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit. a) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office. b) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting. c) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors. d) Directors present at director meetings by electronic means are counted for quorum, may participate, and may vote, subject to the limits of connectivity. e) No business may be conducted at a meeting where quorum is not met.
44) Directors may carry out the spending program approved in the budget at the annual general meeting, and any additional small amounts as may be required for the good operation and maintenance of the system, up to a total of $10,000 per year. a) Single expenditures of over $5,000 that were not included in the budget must be authorized by members in a general meeting, with one exception. b) Emergency expenditures over $5,000 that may be necessary to limit immediate risks to health and safety may be undertaken under the authority of the directors.
Adopted at AGM July 17, 2017 9 45) The directors may establish Committees from time to time. a) Committee membership should be established by the Board, with at least one director serving on the Committee. b) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done. c) The members of a committee may meet and adjourn as they think proper, subject to the terms of reference established by the directors.
46) All duly elected or appointed directors shall have at least one week notice of regular director meetings. a) Notice shall be given by electronic mail or telephone to directors present in Mirror Lake. b) Directors absent from Mirror Lake shall be given notice by electronic mail.
47) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes. a) In the case of a tie vote, the chair does not have a second or casting vote.
48) A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
49) A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.
50) An director whose term is ended by whatever means shall return all related records, documents, and materials in his or her possession to the directors within 30 days of his/her resignation or end of term.
Part 7 — Duties of Officers 51) The president presides at all meetings of the MLWUC and of the directors. a) The president is the chief executive officer of the MLWUC and supervises the other officers in the execution of their duties.
52) The vice president must carry out the duties of the president during the president’s absence.
53) The secretary is responsible for the following: a) maintenance of records of correspondence of the MLWUC; b) issuance of notices of meetings of the MLWUC and directors; c) maintenance of minutes of all meetings of the MLWUC and directors; d) custody of all records and documents of the MLWUC except those required to be kept by the treasurer; and
Adopted at AGM July 17, 2017 10 e) maintenance of the register of members and licenses.
54) The treasurer must a) ensure that the financial records are maintained, including books of account kept to generally accepted accounting procedures, necessary to comply with the Water User Community Act, b) render financial statements to the directors, members and others when required, c) prepare the budget and Assessment Roll for the annual general meeting, d) prepare and present the list of members in good standing at the annual general meeting.
55) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer. i) If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined at a general meeting.
56) In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
57) Officer roles and responsibilities may be shared between directors.
58) Expectations concerning the duties of each role may be set in a Roles and Responsibilities Policy where individual directors may wish to distribute these roles differently, or where role expectations need more clarity. In the absence of such a Policy, directors shall use this section as a guide.
Part 8 — Borrowing 59) In order to carry out the purposes of the MLWUC the directors may, on behalf of and in the name of the MLWUC, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
60) A debenture must not be issued without the authorization of a resolution.
61) The members may, by resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
Part 9 — Auditor 62) This Part applies only if the MLWUC is required or has resolved to have an auditor.
Adopted at AGM July 17, 2017 11 63) The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
64) At each annual general meeting the MLWUC must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
65) An auditor may be removed by ordinary resolution.
66) An auditor must be promptly informed in writing of the auditor’s appointment or removal.
67) A director or employee of the MLWUC must not be its auditor.
68) The auditor may attend general meetings.
Part 11 — Notices to Members 69) A notice may be given to a member, personally or by electronic mail to the member at the member’s registered address, or by mail at the member’s registered mailing address.
70) A notice sent by mail is deemed to have been given on the tenth day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
71) Notice sent by electronic mail is deemed to have been given on the day following the day on which the notice was sent, and in proving that notice has been given, it is sufficient to show that the notice was addressed to the last electronic mail of record and not returned as undeliverable.
72) Notice of a general meeting must be given to a) Every member shown on the register of members on the day notice is given, and b) The auditor, if Part 10 applies. c) No other person is entitled to receive a notice of a general meeting.
Part 12 — Bylaws 73) On being admitted to membership, each member is entitled to, and the MLWUC must give the member without charge, a copy of the bylaws of the MLWUC. Such copy or copies will be in electronic format unless the member specifically requests otherwise, in which case the cost of producing the copies will be paid by the member. 74) These bylaws must not be altered or added to except by resolution at the annual general meeting.
Adopted at AGM July 17, 2017 12 75) These bylaws are subject to the Water User Community Act, the Water Sustainability Act, and other provincial legislation. Where conflicts occur, Provincial statute takes precedence. These bylaws may hold the members to a higher standard but not a different or lower one. 76) The bylaws incorporate the Rules and Regulations as attached.
Adopted at AGM July 17, 2017 13 Rules page 1 RULES AND REGULATIONS OF THE MIRROR LAKE WATER USERS COMMUNITY 1 These Rules and Regulations, having been made by the Water User Community in a general meeting, shall have the full force and effect of the bylaws of the Water User Community, and every member shall comply with these Rules and Regulations as a condition of membership. 2 The word “water” in these rules and regulations shall mean water conveyed or delivered through the works operated by the Water User Community. The word “board” shall mean the Board of Directors of the Water User Community or such other individual or group that the Board of Directors shall appoint on its behalf. 3 The control and responsibility of the Water User Community within its operating area shall be confined to the dam and intake system, penstock, piping system, main feeder lines or mains, hydrants, control valves, switching gear, valve boxes and housings, all supplementary equipment contained within the foregoing, connected lateral piping and any other fixtures up to the point officially considered as the joining or “point of connection” of the Water User Community’s piping system to the member’s own system. This point of connection will usually be located where the members piping system commences, as decided by agreement between the Water User Community and the member concerned. 4 The “point of connection” is defined as that physical location where the Water User Community-owned water distribution system interfaces with the member-owned local pipe system. 5 Each point of connection shall serve one property whose legal description matches that on the Provincial Water Licence documentation. 6 Each point of connection shall be fitted with a standard shut-off valve (supplied by the MLWUC) located as closely as possible to the MLWUC’s supply line and having a standard above-ground capped access.
Adopted at AGM July 17, 2017 14 7 Each point of connection shall normally be restricted to one ¾ inch (19 mm) maximum pipe size. This will be accomplished by placing a section of ¾ inch pipe between the MLWUC’s feeder pipe and the member’s shut-off valve. Alternative methods to create a ¾ inch restriction may be possible, subject to approval by the MLWUC. 8 No member shall provide water, nor allow any other persons to draw water from any pipe, tap, or other plumbing fixture, for use on any property other than the member’s own, except as may be authorized in writing by the MLWUC. 9 No person shall open, close, adjust, draw water from, lock or unlock, tamper with or disturb any pipe, valve, measuring device, diversion works, collection basin, dam, or other equipment operated by the MLWUC without permission from and under the direction of the MLWUC. 10 Any member who causes damage to the MLWUC’s equipment or causes an interruption in service anywhere in the system shall be required to pay the entire cost of repair and to assume any liability for damages. 11 No member shall use or permit to be used any water on any property other than the property described on the member’s water licence for which fees and assessments have been paid by the member. 12 The MLWUC may from time to time impose restrictions on the use of water by issuing an “Order of Necessity”. All water users must comply with such restrictions upon notice and continue to comply until receiving notice that the restrictions are lifted. 13 The board or its appointee shall give notice to members or the members’ tenants in advance of any normal or regular maintenance operations which may result in an interruption to or reduction of the water supply. However, failure to give notice after a reasonable attempt shall not be grounds for any claims of liability. 14 In case of an emergency or unplanned interruption of service where the MLWUC is unable to provide notice to the Members, the MLWUC cannot be responsible for damage which could result to Members’ equipment (including but not limited to hot-water heaters, filters, etc.). Members must ensure that their equipment is protected by
Adopted at AGM July 17, 2017 15 back-water or one-way valves, pressure reducers, or other devices as necessary for safe and reliable service. 15 Members shall at all times maintain their equipment, including pipes, valves, plumbing fixtures, faucets, hydrants, etc., in good repair and shall do everything possible and necessary to prevent the waste of water. 16 The MLWUC shall not be responsible for the maintenance, repair or replacement of pipes, valves, plumbing fixtures or other water equipment located on any members’ property except where such equipment is an extension of the MLWUC’s own feeder lines used to supply other properties. 17 Any problems with the system including leaks, breaks, lack of pressure or supply, etc. shall be reported to a board member without delay. The MLWUC will then decide on an appropriate course of action to resolve the problem. 18 As soon as possible after the annual general meeting, members will be notified in writing of the amount of the annual assessment. Payment of annual assessment must be made within 30 days of notice. 19 Members requiring alterations or changes to or relocations of the MLWUC’s plant, whether on private or public property, are required to obtain approval of their plans from the board before commencing work, and must pay all costs and accept any liability associated with the work. 20 All new installations, changed, modification or work of any kind by the property owner affecting the water system up to the “point of joining’ shall be subject to the following: a. Application shall be made to the MLWUC giving specific details of the proposed work. b. No work shall commence until written consent has been obtained from the MLWUC. c. Materials to be used up to the “point of joining” shall be approved by the MLWUC. d. Equipment used and method of procedure shall be approved and supervised by the MLWUC.
Adopted at AGM July 17, 2017 16 e. All necessary permits and agreements shall be presented to the MLWUC for approval. f. No installation or modification shall be operated until a final inspection has been made by the MLWUC. g. The applicant if called on shall be prepared to meet with the MLWUC and also shall have the opportunity to request a hearing by the MLWUC at any time during the project.